Further Assurances; Further Cooperation; Asset Returns. Subject to the terms and conditions hereof, each of the parties hereto agrees to use its reasonable best efforts to execute and deliver, or cause to be executed and delivered, all documents and to take, or cause to be taken, all actions that may be reasonably necessary or appropriate, in the reasonable opinion of counsel for ITTI and Purchaser, to effectuate the provisions of this Agreement. Purchaser acknowledges that (a) ITTI is currently reviewing a possible sale of its Electrical Systems Business and (b) certain of the Brake Companies and certain of the Asset Sellers conduct activities which may not be part of the Business and 141 133 which may be part of the Electrical Systems business or another business conducted by ITTI (a "Retained Business"). Purchaser agrees that if, following the date of this Agreement, ITTI becomes aware and determines in good faith, after consultation with Purchaser, that certain assets sold or to be sold, whether directly or indirectly, to Purchaser properly belong to a Retained Business or that in order to properly conduct any Retained Business in accordance with past practice it is reasonably advisable that certain services or other assistance (it being understood that no such services shall be required to be provided for a period extending past the one year anniversary of the Closing Date) be provided to such Retained Business by any Brake Company, Joint Venture or Designated Purchaser in respect of the Purchased Assets, Purchaser will negotiate in good faith with ITTI with a view to selling such assets at a price reasonably approximating the price at which they were bought from ITTI or providing such services at a rate reasonably consistent with the rate at which such services were provided prior to the Closing or, if not so provided, at the rate that would be negotiated in an arm's length transaction. To the extent that a negotiated agreement cannot be reached within 30 days, any matters in dispute shall be submitted to binding arbitration in accordance with Section 9.6. Without limiting the generality of the foregoing, in the event that Purchaser or any Designated Purchaser receives any assets other than Purchased Assets or assets of the Brake Companies, Purchaser agrees to promptly return or cause the return of such assets to ITTI or the applicable Asset Seller at ITTI's expense.
Further Assurances; Further Cooperation; Asset Returns. Subject to the terms and conditions hereof, each of the parties hereto agrees to use its reasonable best efforts to execute and deliver, or cause to be executed and delivered, all documents and to take, or cause to be taken, all actions that may be reasonably necessary or appropriate, in the reasonable opinion of counsel for ITT and Purchaser, to perfect or record title of any Designated Purchaser in the Purchased Assets. In the event that Purchaser or any other Designated Purchaser receives any assets other than Purchased Assets or assets of the FHS Companies, Purchaser agrees to promptly return or cause the return of such assets to ITT or the applicable Asset Seller at ITT's expense.
